Razib Rahman Technology Consulting LLC
By placing an order with Razib Rahman Technology Consulting LLC, you confirm that you are in agreement with and bound by the terms and conditions below.
This Web Application Development Agreement (“Agreement”) is hereby entered into between you, your employees, and agents (collectively “Client”) and applies to the purchase of all Web Application Development Services (hereinafter collectively referred to as “Services”) performed by Razib Rahman Technology Consulting LLC (collectively “Contractor”).
Period of Performance
This Agreement shall be effective as of the time frame Client signs up for Services. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice.
This Agreement may be terminated by Contractor (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Contractor or hinders Contractor’s ability to perform the Services hereunder.
This Agreement remains in effect until either Client or Contractor cancels it. You may cancel this contract at any time by providing thirty (30) days written notice (via email), provided that all payments are up-to-date. Should Client decide to cancel this agreement, Client acknowledges that no refunds will be given on amounts already paid. Contractor reserves the right to cancel this agreement at any time, for any reason, and without prior notification. Should Contractor decide to cancel this Agreement, you will be sent a cancellation notice via email address on record.
Services And Responsibilities
Contractor shall provide the Services and Deliverable(s) as follows:
- Client shall define the Specifications, Deliverables, and Schedule with input from Contractor
- Contractor shall design, develop, and implement the web application in accordance with the Specifications, Deliverables and Schedule as agreed upon between Client and Contractor
- Provide training to Client where deemed necessary
- For a period of 90 Days after the Delivery Date, the Software shall operate according to the Specifications. If the Software malfunctions or in any way does not operate according to the Specifications within that time, then the Contractor shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications. After this period of time, a separate Maintenance Contract will be required.
For the purposes or providing these Services, Client agrees:
- To provide Contractor with administrative access to its’ websites
- To provide Contractor with administrative (root) access to its’ hosting server, if applicable
- To provide Contractor with FTP/SFTP and SSH access and assure that “write permissions” are in place on hosting provider
- To allow Contractor to whitelist Contractor’s maintenance server IP address, and to allow installation of maintenance plugin-in(s) on Client’s website(s)
- To allow Contractor to install security plugins/products as deemed necessary
- Provide Contractor with Specifications, Deliverables, and Schedule of Services to be performed. Every effort will be made to provide Deliverables in a timely manner; however, delivery time may vary depending upon complexity of task.
- Client represents to Contractor and unconditionally guarantees that any elements of text, graphics, photos, design, trademarks, or other artwork furnished to Contractor are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Client from any claim or suite arising from the use of such elements furnished by Client
- Client guarantees to Contract and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Services
- From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Contractor from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
- All monthly updates are scheduled at our convenience and in accordance with our schedule. We have a process and a workflow that we use to maintain all of our Clients’ web applications in a fair and orderly fashion. The only exception being in the case of Client’s web application being totally offline or down for some reason, in which case their issue would be considered an “emergency” and would take priority.
- Contractor has no control over your hosting company in regards to server downtime, incompatibilities with software, PHP compatibility issues, database issues, etc.
Ownership of Work
- Contractor will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights
- The Software/Web Application will not violate the intellectual property rights of any other party.
- Contractor hereby grants Client a license to use the work produced only as follows:
- This license is Exclusive, granted all payments are up to date.
Compensation. In consideration for the Service, the Client shall pay the Contractor at the rate of $75 per hour (the “Hourly Rate”).
Fees billed under the Hourly Rate shall be due and payable upon the Contractor providing the Client with an invoice.
Relationship of Parties
Contractor, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Contractor, whether by regulation or contract. In no way is Contractor to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
While performing tasks related to this Agreement, Contractor cannot accept liability for losses caused by the unavailability, malfunction, or interruption of the Client’s web application or business. Contractor cannot guarantee that its’ work will be error-free and so Contractor also cannot be liable to the Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if the Client has advised Contractor of the possibilities of such damages. Contractor is not responsible for changes made to the Client’s web application and website by other parties. Contractor is not responsible for third-party software that may become unusable as a result of Services performed. Recovery or repair of a Client’s web application is not guaranteed; availability of backups is not guaranteed.
Every effort will be made to ensure Client’s web application is secure; however, Contractor makes no warranty on security. Contractor is not liable for Client’s compromised, breached, or hacked web application or website.
In no event shall Contractor be liable to Client for any indirect, special, exemplary, or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability arising under this agreement, loss of data, or any performance under this Agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. Contractor makes no warranty of any kind, whether express or implied, with regard to any third-party products, third-party content or any software, equipment, or hardware obtained from third-parties.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
Contractor provides its” services “as is” and without warranty of any kind.
The Client cannot transfer this contract to anyone else without Contractor’s permission. This Agreement stays in place and need not be renewed.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Contractor and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.